Exhibit 4.1


 





SUBORDINATED NOTE CERTIFICATE






 


SUSSEX BANCORP


5.75%
FIXED TO FLOATING Subordinated
Note due DECEMBER 22, 2026


 


THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED
NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO THE CLAIMS OF CREDITORS (OTHER THAN CREDITORS OF EXISTING SUBORDINATED DEBT)
OF SUSSEX BANCORP CORPORATION (THE “COMPANY”), AND DEPOSITORS OF SUSSEX BANK, INCLUDING OBLIGATIONS OF THE COMPANY
TO ITS GENERAL AND SECURED CREDITORS, AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY
OR ANY OF ITS SUBSIDIARIES. IN THE EVENT OF LIQUIDATION ALL DEPOSITORS AND OTHER CREDITORS OF THE COMPANY SHALL BE ENTITLED TO
BE PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY PAYMENT SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST
ON THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH DEPOSITORS AND CREDITORS, THE HOLDER OF THIS SUBORDINATED
NOTE SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE COMPANY THE UNPAID PRINCIPAL AMOUNT OF THIS SUBORDINATED NOTE
PLUS ACCRUED AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL
BE MADE ON ACCOUNT OF ANY SHARES OF CAPITAL STOCK OF THE COMPANY.


 


THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED
NOTE IS NOT A DEPOSIT OR BANK ACCOUNT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”)
OR ANY OTHER AGENCY, AND IS SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.


 


THIS SUBORDINATED NOTE WILL BE ISSUED AND
MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $1,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF
THIS SUBORDINATED NOTE IN A DENOMINATION OF LESS THAN $1,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY
SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SUBORDINATED NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF PAYMENTS ON THIS SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER
IN THIS SUBORDINATED NOTE.


 


THIS SUBORDINATED NOTE MAY BE SOLD ONLY
IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES
LAWS. NEITHER THIS SUBORDINATED NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS SUBORDINATED NOTE IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER
AND OTHER PROVISIONS OF A SUBORDINATED NOTE PURCHASE AGREEMENT DATED DECEMBER 22, 2016, BETWEEN THE COMPANY AND THE PURCHASER REFERRED
TO THEREIN (THE “PURCHASE AGREEMENT”), A COPY OF WHICH IS ON FILE WITH THE COMPANY. THE SUBORDINATED NOTE REPRESENTED
BY THIS INSTRUMENT MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PURCHASE AGREEMENT AND THIS SUBORDINATED NOTE. ANY SALE
OR OTHER TRANSFER NOT IN COMPLIANCE WITH THE PURCHASE AGREEMENT AND THIS SUBORDINATED NOTE WILL BE VOID.


 






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CERTAIN ERISA CONSIDERATIONS:


 


THE HOLDER OF THIS SUBORDINATED NOTE, OR
ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
(EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SUBORDINATED NOTE
OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF
LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE
AND HOLDING OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE
DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER: (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN
TO FINANCE SUCH PURCHASE OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


 


ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING
THE ACQUISITION OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN SHOULD CONSULT WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING
THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN.


 




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No. A-1



SUSSEX BANCORP CORPORATION


 


5.75% FIXED TO FLOATING RATE SUBORDINATED
NOTE DUE 2026


 


1.                 
Subordinated Note. This Subordinated Note is a note of Sussex Bancorp, a New Jersey corporation (the “Company”)
designated as the “5.75% Fixed to Floating Rate Subordinated Note due 2026” (the “Subordinated Note”).


 


2.                 
Payment. The Company, for value received, promises to pay to [___________], or its registered assigns, the principal
sum of fifteen million Dollars (U.S.) ($15,000,000), plus accrued but unpaid interest on December 22, 2026 (“Stated Maturity”)
and to pay interest thereon (i) from and including the original issue date of the Subordinated Note to but excluding December 22,
2021 or the earlier redemption date contemplated by Section 4(a) of this Subordinated Note, at the rate of 5.75% per annum,
computed on the basis of a 360-day year consisting of twelve 30-day months and payable quarterly in arrears on March 22, June 22,
September 22 and December 22 of each year (each, a “Fixed Interest Payment Date”), beginning March 22, 2017,
and (ii) from and including December 22, 2021 to but excluding the Stated Maturity or the earlier redemption date contemplated
by Section 4(b) of this Subordinated Note, at the rate per annum, reset quarterly, equal to LIBOR determined on the determination
date of the applicable Interest Period plus 350 basis points, computed on the basis of a 360-day year and the actual number of
days elapsed and payable quarterly in arrears on March 22, June 22, September 22 and December 22 of each year (each, a “Floating
Interest Payment Date”). An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating
Interest Payment Date, as applicable. “Interest Period” means each 3-month period beginning on a scheduled Interest
Payment Date commencing on March 22, 2017 through the Stated Maturity or the earlier redemption date contemplated by Section
4(b) of this Subordinated Note. “LIBOR” means the 3-month USD LIBOR, which will be the offered rate for 3-month
deposits in U.S. dollars, as that rate appears on the Reuters Screen LIBOR01 Page (or any successor page thereto) as of 11:00 a.m.,
London time, as observed two London banking days prior to the first day of the applicable Interest Period. If 3-month USD LIBOR
is not displayed as of such time with respect to any applicable Interest Period, then LIBOR will be LIBOR in effect for the Interest
Period preceding the Interest Period for which LIBOR is to be determined, or, with respect to the first Interest Period, the most
recent possible prior date. A London banking day is a day on which commercial banks and foreign currency markets settle payments
and are open for general business in London. Any payment of principal of or interest on this Subordinated Note that would otherwise
become due and payable on a day which is not a Business Day shall become due and payable on the next succeeding Business Day, with
the same force and effect as if made on the date for payment of such principal or interest, and no interest will accrue in respect
of such payment for the period after such day. The term “Business Day” means any day that is not a Saturday or Sunday
and that is not a day on which banks in the State of New Jersey are generally authorized or required by law or executive order
to be closed.


 


3.                 
Subordination. The indebtedness of the Company evidenced by this Subordinated Note, including the principal and interest
on this Subordinated Note, shall be subordinate and junior in right of payment to the prior payment in full of all existing claims
of creditors and depositors of the Company, whether now outstanding or subsequently created, assumed, guaranteed or incurred (collectively,
“Senior Indebtedness”), which shall consist of principal of (and premium, if any) and interest, if any, on:
(a) all indebtedness and obligations of, or guaranteed or assumed by, the Company for money borrowed, whether or not evidenced
by bonds, debentures, securities, notes or other similar instruments, and including, but not limited to, deposits of the Company,
and all obligations to the Company’s general and secured creditors; (b) any deferred obligations of the Company for the payment
of the purchase price of property or assets acquired other than in the ordinary course of business; (c) all obligations, contingent
or otherwise, of the Company in respect of any letters of credit, bankers’ acceptances, security purchase facilities, and
similar direct credit substitutes; (d) any capital lease obligations of the Company; (e) all obligations of the Company in respect
of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future
or option contracts, commodity contracts and other similar arrangements or derivative products; (f) all obligations that are similar
to those in clauses (a) through (e) of other persons for the payment of which the Company is responsible or liable as obligor,
guarantor or otherwise arising from an off-balance sheet guarantee; and (g) all obligations of the types referred to in clauses
(a) through (f) of other persons secured by a lien on any property or asset of the Company, and (h) in the case of (a) through
(g) above, all amendments, renewals, extensions, modifications and refundings of such indebtedness and obligations; except
“Senior Indebtedness” does not include (i) the Subordinated Note, (ii) any obligation that by its terms expressly is
junior to, or ranks equally in right of payment with, the Subordinated Note, (iii) the existing junior subordinated debentures
of the Company (underlying the outstanding trust preferred securities) as of the date of the issuance of this Subordinated Note
to which this Subordinated Note shall be senior, or (iv) any indebtedness between the Company and any of its subsidiaries or Affiliates.
This Subordinated Note is not secured by any assets of the Company.


 






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In
the event of liquidation of the Company, all creditors of the Company shall be entitled to be paid in full with such interest as
may be provided by law before any payment shall be made on account of principal of or interest on this Subordinated Note. Additionally,
in the event of any insolvency, dissolution, assignment for the benefit of creditors or any liquidation or winding up of or relating
to the Company, whether voluntary or involuntary, holders of Senior Indebtedness shall be entitled to be paid in full before any
payment shall be made on account of the principal of or interest on the Subordinated Note. In the event of any such proceeding,
after payment in full of all sums owing with respect to the Senior Indebtedness, the registered holders of the Subordinated Note
from time to time (each a “Noteholder” and, collectively, the “Noteholders”), together with
the holders of any obligations of the Company ranking on a parity with the Subordinated Note, shall be entitled to be paid from
the remaining assets of the Company the unpaid principal thereof, and the unpaid interest thereon before any payment or other distribution,
whether in cash, property or otherwise, shall be made (i) on account of any capital stock or (ii) with respect to any present or
future obligation of the Company that by its terms expressly is junior to, or ranks equally in right of payment with this Subordinated
Note, or any indebtedness between the Issuer and any of its subsidiaries or Affiliates.


 


If
there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or (b) an event
of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such
payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by
the Company with respect to the Subordinated Note. The provisions of this paragraph shall not apply to any payment with respect
to which the immediately preceding paragraph of this Section 3 would be applicable.


 


Nothing
herein shall act to prohibit, limit or impede the Company from issuing additional debt of the Company having the same rank as the
Subordinated Note or which may be junior or senior in rank to the Subordinated Note.


 


4.                 
Redemption.


 


(a)            
 Redemption Prior to Fifth Anniversary. This Subordinated Note shall not be redeemable by the Company in whole or
in part prior to the fifth anniversary of the date upon which this Subordinated Note was originally issued (the “Issue
Date”), except in the event: (i) this Subordinated Note no longer qualifies as “Tier 2” Capital
(as defined by the Board of Governors of the Federal Reserve System (the “Federal Reserve”)) as a result of
a change in interpretation or application of law or regulation by any judicial, legislative or regulatory authority that becomes
effective after the date of issuance of this Subordinated Note (“Tier 2 Capital Event”); (ii) of a Tax
Event (as defined below); or (iii) the Company becomes required to register as an investment company pursuant to the Investment
Company Act of 1940, as amended (an “Investment Company Event”). Upon the occurrence of a Tier 2 Capital Event,
a Tax Event or an Investment Company Event, the Company may redeem this Subordinated Note in whole at any time, or in part from
time to time, upon giving not less than 10 days’ notice to the holder of this Subordinated Note at an amount equal to 100%
of the outstanding principal amount being redeemed plus accrued but unpaid interest to, but excluding, the redemption date. “Tax
Event” means the receipt by the Company of an opinion of counsel to the Company that as a result of any amendment to,
or change (including any final and adopted (or enacted) prospective change) in, the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or regulations, there exists a material risk that interest
payable by the Company on the Subordinated Note is not, or within 120 days after the receipt of such opinion will not be, deductible
by the Company, in whole or in part, for United States federal income tax purposes. The redemption provisions of this Section
4(a) are intended to ensure that the Subordinated Note qualifies as “Tier 2” Capital pursuant to the
Tier 2 Capital Definition, and this Section shall be interpreted in a manner consistent with the Tier 2 Capital Definition.


 






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(b)           
 Redemption on or after Fifth Anniversary. On or after the fifth anniversary of the Issue Date, this Subordinated
Note shall be redeemable at the option of and by the Company, in whole or in part at any time upon any Interest Payment Date, at
an amount equal to 100% of the outstanding principal amount being redeemed plus accrued but unpaid interest, to but excluding the
redemption date, but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may redeem
all or a portion of the Subordinated Note, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment
Company Event.


 


(c)            
Partial Redemption. If less than the then outstanding principal amount of this Subordinated Note is redeemed, (i)
a new Subordinated Note shall be issued representing the unredeemed portion without charge to the holder thereof and (ii) such
redemption shall be effected on a pro rata basis as to the Noteholders. For purposes of clarity, upon a partial redemption, a like
percentage of the principal amount of every Subordinated Note held by every Noteholder shall be redeemed.


 


(d)           
No Redemption at Option of Noteholder. This Subordinated Note is not subject to redemption at the option of the holder
of this Subordinated Note.


 


(e)            
Effectiveness of Redemption. If notice of redemption has been duly given and notwithstanding that this Subordinated
Note has been called for redemption but has not yet been surrendered for cancellation, on and after the date fixed for redemption
interest shall cease to accrue on this Subordinated Note, this Subordinated Note shall no longer be deemed outstanding and all
rights with respect to this Subordinated Note shall forthwith on such date fixed for redemption cease and terminate unless the
Company shall default in the payment of the redemption price, except only the right of the holder hereof to receive the amount
payable on such redemption, without interest.


 


(f)            
Regulatory Approvals. Any such redemption shall be subject to receipt of any and all required federal and state regulatory
approvals, including, but not limited to, the consent of the Federal Reserve. In the case of any redemption of this Subordinated
Note pursuant to paragraphs (b) and (c) of this Section 4, the Company will give the holder hereof notice of redemption,
which notice shall indicate the aggregate principal amount of Subordinated Note to be redeemed, not less than 30 nor more than
45 calendar days prior to the redemption date.


 


(g)           
Purchase and Resale of the Subordinated Note. Subject to any required federal and state regulatory approvals and
the provisions of this Subordinated Note, the Company shall have the right to purchase the Subordinated Note at any time in the
open market, private transactions or otherwise. If the Company purchases the Subordinated Note, it may, in its discretion, hold,
resell or cancel any of the purchased Subordinated Note.


 






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5.                 
Events of Default; Acceleration; Compliance Certificate. Each of the following events shall constitute an “Event
of Default”:


 


(a)               
the entry of a decree or order for relief in respect of the Company by a court
having jurisdiction in the premises in an involuntary case or proceeding under any applicable bankruptcy, insolvency, or reorganization
law, now or hereafter in effect of the United States or any political subdivision thereof, and such decree or order will have continued
unstayed and in effect for a period of 60 consecutive days;


 


(b)              
the commencement by the Company of a voluntary case under any applicable bankruptcy,
insolvency or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, or the
consent by the Company to the entry of a decree or order for relief in an involuntary case or proceeding under any such law;


 


(c)               
the failure of the Company to pay any installment of interest on the Subordinated
Note as and when the same will become due and payable, and the continuation of such failure for a period of 30 days;


 


(d)              
the failure of the Company to pay all or any part of the principal of the Subordinated
Note as and when the same will become due and payable;


 


(e)               the
failure of the Company to perform any other material covenant or agreement on the part of the Company contained in the Subordinated
Note, and the continuation of such failure for a period of 30 days after the date on which notice specifying such failure, stating
that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have
been given, in the manner set forth in Section 21, to the Company by the Noteholders of at least 25% in aggregate principal
amount of the Subordinated Note at the time outstanding; or the default by the Company under any bond, debenture, note or other
evidence of indebtedness for money borrowed by the Company having an aggregate principal amount outstanding of at least $15,000,000,
whether such indebtedness now exists or is created or incurred in the future, which default (i) constitutes a failure to pay any
portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period or (ii)
results in such indebtedness becoming due or being declared due and payable prior to the date on which it otherwise would have
become due and payable without, in the case of clause (i), such indebtedness having been discharged or, in the case of clause
(ii), without such indebtedness having been discharged or such acceleration having been rescinded or annulled.


 


Unless
the principal of this Subordinated Note already shall have become due and payable, if an Event of Default set forth in subsections
(a) or (b) above shall have occurred and be continuing, the holder of this Subordinated Note, by notice in writing to the Company,
may declare the principal amount of this Subordinated Note to be due and payable immediately and, upon any such declaration the
same shall become and shall be immediately due and payable. The Company waives demand, presentment for payment, notice of nonpayment,
notice of protest, and all other notices. The Company, within 45 calendar days after the receipt of written notice from any Noteholder
of the occurrence of an Event of Default with respect to this Subordinated Note, shall mail to all Noteholders, at their addresses
shown on the Security Register (as defined in Section 13 below), such written notice of Event of Default, unless such Event
of Default shall have been cured or waived before the giving of such notice as certified by the Company in writing.


 






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6.                    
Failure to Make Payments. In the event of failure by the Company to make any required payment of principal or interest
on this Subordinated Note (and, in the case of payment of interest, such failure to pay shall have continued for 15 calendar days),
the Company will, upon demand of the holder of this Subordinated Note, pay to the holder of this Subordinated Note the amount then
due and payable on this Subordinated Note for principal and interest (without acceleration of the Note in any manner), with interest
on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If
the Company fails to pay such amount upon such demand, the holder of this Subordinated Note may, among other things, institute
a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree
and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by
law out of the property of the Company.


 


Upon
the occurrence of a failure by the Company to make any required payment
of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the Company,
the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation
payment with respect to, any of the Company’s capital stock; (b) make any payment of principal or interest or premium, if
any, on or repay, repurchase or redeem any debt securities of the Company that rank equal with or junior to the Subordinated Note;
or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Note, other than (i) any dividends
or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company’s
common stock; (ii) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or
the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto;
(iii) as a result of a reclassification of the Company’s capital stock or the exchange or conversion of one class or series
of the Company’s capital stock for another class or series of the Company’s capital stock; (iv) the purchase of fractional
interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock
or the security being converted or exchanged; or (v) purchases of any class of the Company’s common stock related to the
issuance of common stock or rights under any benefit plans for the Company’s directors, officers or employees or any of
the Company’s dividend reinvestment plans.


 


7.                    
Affirmative Covenants of the Company.




 


(a)               
Payment of Principal and Interest. The Company covenants and agrees for the benefit of the holder of this Subordinated
Note that it will duly and punctually pay the principal of, and interest on, this Subordinated Note, in accordance with the terms
hereof. Principal and interest will be considered paid on the date due if the Company or a subsidiary thereof, holds as of 11:00
a.m., Rockaway, New Jersey time, on any Interest Payment Date, an amount in immediately available
funds provided by the Company that is designated for and sufficient to pay all principal and interest then due. 


 


(b)              
Maintenance of Office. The Company will maintain an office or agency in Rockaway, New Jersey where the Subordinated
Note may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company
in respect of the Subordinated Note may be served.


 


The Company
may also from time to time designate one or more other offices or agencies where the Subordinated Note may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission
will in any manner relieve the Company of its obligation to maintain an office or agency in Rockaway, New Jersey. The Company will
give prompt written notice to the Noteholders of any such designation or rescission and of any change in the location of any such
other office or agency.


 






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(c)               
Corporate Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force
and effect: (i) the corporate existence of the Company; (ii) the existence (corporate or other) of each of its subsidiaries; and
(iii) the rights (charter and statutory), licenses and franchises of the Company and each of its subsidiaries; provided, however,
that the Company will not be required to preserve the existence (corporate or other) of any of its subsidiaries or any such right,
license or franchise of the Company or any of its subsidiaries if the Board of Directors of the Company determines that the preservation
thereof is no longer desirable in the conduct of the business of the Company and its subsidiaries taken as a whole and that the
loss thereof will not be disadvantageous in any material respect to the Noteholders.


 


(d)              
Maintenance of Properties. The Company will, and will cause each subsidiary to, cause all its properties used or
useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly
and advantageously conducted at all times; provided, however, that nothing in this Section will prevent the Company or any subsidiary
from discontinuing the operation and maintenance of any of their respective properties if such discontinuance is, in the judgment
of the Board of Directors of the Company or of any subsidiary, as the case may be desirable in the conduct of its business.


 


(e)               
Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Section 7(a) or Section 7(b) above, with respect to this Subordinated Note if before
the time for such compliance the Noteholders of at least a majority in principal amount of the outstanding Subordinated Note, by
act of such Noteholders, either will waive such compliance in such instance or generally will have waived compliance with such
term, provision or condition, but no such waiver will extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver will become effective, the obligations of the Company in respect of any such term,
provision or condition will remain in full force and effect.


 


(f)               
Company Statement as to Compliance. The Company will deliver to the Noteholders, within 120 days after the end of
each fiscal year, an Officer’s Certificate covering the preceding calendar year, stating whether or not, to the best of his
or her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of
this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying
all such defaults and the nature and status thereof of which he or she may have knowledge.


 


(g)              
Tier 2 Capital. If all or any portion of the Subordinated Note ceases to be deemed to be Tier 2 Capital, other than
due to the limitation imposed on the capital treatment of subordinated debt during the five years immediately preceding the Maturity
Date of the Subordinated Note, the Company and the Noteholders will work together in good faith to execute and deliver all agreements
as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Note to
qualify as Tier 2 Capital.


 


(h)              
Compliance with Laws. The Company shall comply with the requirements of all laws, regulations, orders and decrees
applicable to it or its properties, except for such noncompliance that would not reasonably be expected to result in a material
adverse effect (i) in the condition (financial or otherwise), or in the earnings of the Company, whether or not arising in the
ordinary course of business, or (ii) on the ability of the Company to perform its obligations under this Subordinated Note.


 


(i)                
Taxes and Assessments. The Company shall punctually pay and discharge all material taxes, assessments, and other
governmental charges or levies imposed upon it or upon its income or upon any of its properties; provided, that no such taxes,
assessments or other governmental charges need be paid if they are being contested in good faith by the Company.


 






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8.                 
Negative Covenants of the Company.


 


(a)               
Limitation on Dividends. The Company shall not declare or pay any dividend or make any distribution on capital stock
or other equity securities of any kind of the Company if the Company is not “well capitalized” for regulatory purposes
(only to the extent Company is subject to regulatory capital requirements) immediately prior to the declaration of such dividend
or distribution, except for dividends payable solely in shares of common stock of the Company.


 


(b)              
Merger or Sale of Assets. The Company shall not merge into another entity or convey, transfer or lease substantially
all of its properties and assets to any person, unless:


 


(i)       the
continuing entity into which the Company is merged or the person which acquires by conveyance or transfer or which leases substantially
all of the properties and assets of the Company shall be a corporation, association or other legal entity organized and existing
under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes the due and
punctual payment of the principal of and any premium and interest on the Subordinated Note according to their terms, and the due
and punctual performance of all covenants and conditions hereof on the part of the Company to be performed or observed; and


 


(ii)       immediately
after giving effect to such transaction, no Event of Default (as defined below), and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have happened and be continuing.


 


9.                 
Denominations. The Subordinated Note is issuable only in registered form without interest coupons in minimum denominations
of $1,000 and integral multiples of $1,000 in excess thereof.


 


10.             
Charges and Transfer Taxes. No service charge will be made for any registration of transfer or exchange of this Subordinated
Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other
types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Noteholder
requesting such transfer or exchange.


 


11.             
Payment Procedures. Payment of the principal and interest payable on the Maturity Date will be made by check, or
by wire transfer in immediately available funds to a bank account in the United States designated by the registered holder of this
Subordinated Note if such Noteholder shall have previously provided wire instructions to the Company, upon presentation and surrender
of this Subordinated Note at the Payment Office (as defined in Section 21 below) or at such other place or places as the
Company shall designate by notice to the registered Noteholders as the Payment Office, provided that this Subordinated Note is
presented to the Company in time for the Company to make such payments in such funds in accordance with its normal procedures.
Payments of interest (other than interest payable on the Maturity Date) shall be made by wire transfer in immediately available
funds or check mailed to the registered holder of this Subordinated Note, as such person’s address appears on the Security
Register (as defined below). Interest payable on any Interest Payment Date shall be payable to the Noteholder in whose name this
Subordinated Note is registered at the close of business on the fifteenth calendar day prior to the applicable Interest Payment
Date, without regard to whether such date is a Business Day (such date being referred to herein as the “Regular Record
Date”), except that interest not paid on the Interest Payment Date, if any, will be paid to the holder in whose name
this Subordinated Note is registered at the close of business on a special record date fixed by the Company (a “Special
Record Date”), notice of which shall be given to the holder of this Subordinated Note not less than 10 calendar days
prior to such Special Record Date. (The Regular Record Date and Special Record Date are referred to herein collectively as the
“Record Dates”). To the extent permitted by applicable law, interest shall accrue, at the rate at which interest
accrues on the principal of this Subordinated Note, on any amount of principal or interest on this Subordinated Note not paid when
due. All payments on this Subordinated Note shall be applied first against costs and expenses of the holder of this Subordinated
Note; then against interest due hereunder; and then against principal due hereunder. In the event that the holder of this Subordinated
Note receives payments in excess of payments owed to such holder, then the holder of this Subordinated Note shall hold in trust
all such excess payments for the benefit of the Company.


 






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12.             
Form of Payment. Payments of principal and interest on this Subordinated Note shall be made in such coin or currency
of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.


 


13.             
Registration of Transfer, Security Register. Except as otherwise provided herein, this Subordinated Note is transferable
in whole or in part, and may be exchanged for a like aggregate principal amount of Subordinated Note of other authorized denominations,
by the holder of this Subordinated Note in person, or by his attorney duly authorized in writing, at the Payment Office. The Company
shall maintain a register providing for the registration of the Subordinated Note and any exchange or transfer thereof (the “Security
Register”). Upon surrender or presentation of this Subordinated Note for exchange or registration of transfer, the Company
shall execute and deliver in exchange therefor a Subordinated Note of like aggregate principal amount, each in a minimum denomination
of $1,000 or any amount in excess thereof which is an integral multiple of $1,000 (and, in the absence of an opinion of counsel
satisfactory to the Company to the contrary, bearing the restrictive legend(s) set forth hereinabove) and that is or are
registered in such name or names requested by the Noteholder. Any Subordinated Note presented or surrendered for registration
of transfer or for exchange shall be duly endorsed and accompanied by a written instrument of transfer in such form as is attached
hereto and incorporated herein, duly executed by the holder of this Subordinated Note or his attorney duly authorized in writing,
with such tax identification number or other information for each person in whose name a Subordinated Note is to be issued, and
accompanied by evidence of compliance with any restrictive legend(s) appearing on such Subordinated Note as the Company may reasonably
request to comply with applicable law. No exchange or registration of transfer of this Subordinated Note shall be made on or after
the fifteenth day immediately preceding the Maturity Date.


 


14.             
Charges and Transfer Taxes. No service charge (other than any cost of delivery) will be made for any registration
of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any conversion
or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum sufficient
to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of
this Subordinated Note from the Noteholder requesting such transfer or exchange.


 


15.             
Priority. The Subordinated Note ranks pari passu, in the event of any insolvency proceeding, dissolution,
assignment for the benefit of creditors, reorganization, restructuring of debt, marshaling of assets and liabilities or similar
proceeding or any liquidation or winding up of the Company, with all other present or future unsecured subordinated debt obligations
of the Company, except any unsecured subordinated debt that, pursuant to its express terms, is senior or subordinate in right of
payment to the Subordinated Note.


 


16.             
Ownership. Prior to due presentment of this Subordinated Note for registration of transfer, the Company may treat
the holder in whose name this Subordinated Note is registered in the Security Register as the absolute owner of this Subordinated
Note for receiving payments of principal and interest on this Subordinated Note and for all other purposes whatsoever, whether
or not this Subordinated Note be overdue, and the Company shall not be affected by any notice to the contrary.


 






    A-1-10 


     


    

  


17.             
Waiver and Consent. Any consent or waiver given by the holder of this Subordinated Note shall be conclusive and binding
upon such holder and upon all future holders of this Subordinated Note and of any Subordinated Note issued upon the registration
of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Subordinated Note. This Subordinated Note may be also amended or waived pursuant to, and in accordance with, the provisions of
Section 8.3 of the Purchase Agreement. No delay or omission of the holder of this Subordinated Note to exercise any right or remedy
accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Any insured depository institution which shall be a holder of this Subordinated Note or which otherwise shall
have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of such Subordinated Note (or beneficial
interest therein), be deemed to have waived any right of offset with respect to the indebtedness evidenced thereby.


 


18.             
Absolute and Unconditional Obligation of the Company. No provisions of this Subordinated Note shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the principal and interest on this Subordinated Note
at the times, places and rate, and in the coin or currency, herein prescribed.


 


(a)               
No delay or omission of the holder of this Subordinated Note to exercise any right or remedy accruing upon any Event of
Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.


 


(b)              
Any insured depository institution which shall be a holder of this Subordinated Note or which otherwise shall have any beneficial
ownership interest in this Subordinated Note shall, by its acceptance of such Note (or beneficial interest therein), be deemed
to have waived any right of offset with respect to the indebtedness evidenced thereby.


 


19.             
No Sinking Fund; Convertibility. This Subordinated Note is not entitled to the benefit of any sinking fund. This
Subordinated Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company
or any subsidiary.


 


20.             
No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in this Subordinated
Note, or for any claim based thereon or otherwise in respect thereof, will be had against any past, present or future shareholder,
employee, officer, or director, as such, of the Company or of any predecessor or successor, either directly or through the Company
or any predecessor or successor, under any rate of law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance
of this Subordinated Note by the holder hereof and as part of the consideration for the issuance of this Subordinated Note.


 


 






    A-1-11 


     


    

  


21.             
Notices. All notices to the Company under this Subordinated Note shall be in writing and addressed to the Company
at Sussex Bancorp, 100 Enterprise Drive, Suite 700,  Rockaway, New Jersey, Attn: Steven Fusco, or to such other address
as the Company may notify to the holder of this Subordinated Note (the “Payment Office”). All notices to the
Noteholders shall be in writing and sent by first-class mail to each Noteholder at his or its address as set forth in the Security
Register.


 


22.             
Further Issues. The Company may, without the consent of the holder of the Subordinated Note, create and issue additional
notes having the same terms and conditions of the Subordinated Note (except for the Issue Date) so that such further notes shall
be consolidated and form a single series with the Subordinated Note.


 


23.             
Governing Law. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES THEREOF. THIS SUBORDINATED NOTE IS INTENDED TO MEET THE CRITERIA FOR QUALIFICATION OF THE OUTSTANDING PRINCIPAL AS TIER
2 CAPITAL UNDER THE REGULATORY GUIDELINES OF THE FEDERAL RESERVE, AND THE TERMS HEREOF SHALL BE INTERPRETED IN A MANNER TO SATISFY
SUCH INTENT.


 


IN WITNESS WHEREOF,
the undersigned has caused this Subordinated Note to be duly executed.


 


Dated: December 22, 2016


	 	SUSSEX BANCORP
	 	 	 	 
	 	By:	 
	 	 	Name:	Steven Fusco
	 	 	Title:	Chief Financial Officer / Senior Executive Vice President


 




    A-1-12 


     


    

 


ASSIGNMENT FORM


 


To assign this Subordinated Note, fill
in the form below: (I) or (we) assign and transfer this Subordinated Note to:


 


 


(Print
or type assignee’s name, address and zip code)


 


 


(Insert
assignee’s social security or tax I.D. No.)


 


and
irrevocably appoint _______________________ agent to transfer this Subordinated Note on the books of the Company. The agent may
substitute another to act for him.


 


	Date:	 	 	Your
    signature:	 
	 	 	 	(Sign
    exactly as your name appears on the face of this Subordinated Note)



 


	 	 	 	Tax
    Identification No:	 



 








	Signature Guarantee:	 	 



(Signatures
must be guaranteed by an eligible guarantor institution (banks, stockbroker’s, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15).


 


The
undersigned certifies that it [is / is not] an Affiliate of the Company and that, to its knowledge, the proposed transferee [is
/ is not] an Affiliate of the Company.


 


In
connection with any transfer or exchange of this Subordinated Note occurring prior to the date that is one year after the later
of the date of original issuance of this Subordinated Note and the last date, if any, on which this Subordinated Note was owned
by the Company or any Affiliate of the Company, the undersigned confirms that this Subordinated Note is being:


 


CHECK
ONE BOX BELOW:


 


	 ̈	(1)	acquired for the undersigned’s own account, without transfer;
	 	 	 
	 ̈	(2)	transferred to the Company;
	 	 	 
	 ̈	(3)	transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”);
	 	 	 
	 ̈	(4)	transferred under an effective registration statement under the Securities Act;
	 	 	 
	 ̈	(5)	transferred in accordance with and in compliance with Regulation S under the Securities Act;
	 	 	 
	 ̈	(6)	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished
a signed letter containing certain representation’s and agreements; or
	 	 	 
	 ̈	(7)	transferred in accordance with another available exemption from the registration requirements of the Securities Act of 1933, as
amended.



 






     


     


    

  


Unless one of the boxes is checked, the
Company will refuse to register this Subordinated Note in the name of any person other than the registered holder thereof; provided,
however, that if box (5), (6) or (7) is checked, the Company may require, prior to registering any such transfer of this Subordinated
Note, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to
confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act such as the exemption provided by Rule 144 under such Act.


 


		Signature:	 



 





	Signature Guarantee:	 	 



(Signatures must be guaranteed by
an eligible guarantor institution (banks, stockbroker’s, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-l5).


 


TO BE COMPLETED BY PURCHASER IF BOX (1)
OR (3) ABOVE IS CHECKED.


 


The undersigned represents
and warrants that it is purchasing this Subordinated Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning
of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


 





	Date:	 	 	Signature: